MITT to acquire WMC in stock-plus-cash merger: each WMC share = 1.50 MITT shares plus cash

TPG Mortgage Investment Trust, Inc.

Each WMC share converts into 1.50 MITT shares plus per-share cash portion of up to $7M from MITT Manager, capped at 9.9% of aggregate consideration.
MITT Manager will waive $2.4M of management fees in first year post-closing; base management fee reduced by $600k for first four quarters.
Concurrently, MITT paid $3M termination fee to Terra Property Trust on behalf of WMC to terminate prior merger agreement.
Merger subject to approvals from both sets of stockholders, SEC registration statement effectiveness, NYSE listing of MITT shares, and other conditions.
WMC equity awards vest immediately before close; certain director awards adjusted or cancelled pro-rata.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPG Mortgage Investment Trust, Inc. entered into Agreement and Plan of Merger with Western Asset Mortgage Capital Corporation (effective 2023-08-08).

Action: entry
Agreement: merger
Counterparty: Western Asset Mortgage Capital Corporation
Effective: 2023-08-08

Exact text from the filing

On August 8, 2023, AG Mortgage Investment Trust, Inc., a Maryland corporation (“MITT”), announced it entered into an Agreement and Plan of Merger, dated as of August 8, 2023 (the “Merger Agreement”), with Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC"), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, AG REIT Management, LLC, a Delaware limited liability company (“MITT Manager").

View on SEC.gov

Browse all material agreements →

TPG Mortgage Investment Trust, Inc. filing history →

Source: SEC EDGAR

accession 0001514281-23-000089

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.